Terms of Use

Last updated: July 9, 2019

These terms of use (“Terms of Use”) are a legal agreement between you (“you,” “your”) and Square Capital, LLC (“Square Capital,” “we,” “our” or “us”), which is acting as service provider to Celtic Bank, a Utah-chartered industrial bank, member FDIC (“Bank”) and to any subsequent holders of your loan. These Terms of Use govern your use or consumption of this website (“Website”) and any services or activities connected with this Website and/or the Square Installments program, including mobile applications, websites, software, hardware, applications for credit, credit decisions by Bank, disclosures from Bank, servicing, collections, and other products and services (collectively, the “Services,” and your use or consumption thereof, the “Use of Service”). Your Use of Service confirms that you agree to these Terms of Use, including terms that limit our liability (see Section 14) and require individual arbitration for any potential legal dispute (see Section 17). You should read all of these Terms of Use carefully.

In the event you enter into an agreement with Bank to obtain any consumer loan (the “Consumer Credit Service”), including any loan agreement, the terms of such agreement will govern. These Terms of Use will govern all other instances of your Use of Service.

1. Consumer Loan Application

During your application for any Consumer Credit Service you will be asked for your name and other personally identifying information (e.g., address, date of birth, etc.). You must provide accurate and complete information in response to the questions. You are fully responsible for all activity that occurs during your Use of Service, including for any actions taken by persons to whom you have granted access to your devices or accounts used for taking advantage of our Services. We reserve the right to suspend or terminate access to any of the Services, the Website or any account created for the purposes of accessing the Services or the Website for anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration or application requirements.

2. Important Information About Procedures for Opening a New Account

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for you: When you open an account Bank will ask for your name, address, date of birth, and other information that will allow Bank to identify you. Bank may also ask to see your driver’s license or other identifying documents.

3. Revisions, Disclosures and Notices

We may amend these Terms of Use at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on the Website or communicating it to you (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued Use of Service and the Website after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Claim (as defined in Section 16) that arose before the changes will be governed by the Terms of Use in place when the Claim arose.

4. Restrictions

You may not, nor may you permit any third party, directly or indirectly, to:

1. engage in activity, which may be subject to export restrictions imposed by U.S. law, including U.S. Export Administration Regulations (15 C.F.R. Chapter VII);
2. access or monitor any material or information on any system of Square Capital, its parent company, and/or its affiliates using any manual process or robot, spider, scraper, or other automated means;
3. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion of headers, work around, bypass, or circumvent any of the technical limitations encountered during Use of Service, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;
4. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
5. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from Square Capital, its parent company, and/or its affiliates;
6. use and benefit from the Services for the purposes of a rental, lease, timesharing, service bureau or other arrangement;
7. transfer any rights granted to you under these Terms of Use;
8. Engage in Use of Service in a way that distracts or prevents you from obeying traffic or safety laws;
9. Engage in Use of Service for the purchase or sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm;
10. Engage in Use of Service for any illegal activity or goods or in any way that exposes you, other our partners, or Square Capital its parent company, and/or its affiliates to harm; or
11. other Use of Service except as expressly allowed under these Terms of Use.

If we reasonably suspect that the Services have been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your account(s), and any of your transactions with law enforcement.

5. Compatible Mobile Devices and Third Party Carriers

We do not warrant that your Use of Service will be compatible with your mobile device or carrier. Use of Service may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device for Use of Service if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”

6. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.

You are responsible for safeguarding your password and for restricting your Use of Service from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of any password you use or any other breach of security. Notwithstanding Sections 16 and 17, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of Use of Service subject to dispute) will be final and binding on all parties.

7. Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications to the cellular telephone number you provide to us when you inquire about a loan or update your contact information. Such communications may include, but are not limited to communications regarding applications for credit, credit decisions, disclosures, servicing, collections,requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of Use of Service. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may also opt-out of text messages at any time by texting END to the number you received a text from. You acknowledge that opting out of receiving communications may impact your Use of Service.

8. Modification and Termination

We may terminate these Use Terms or suspend or terminate your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on any feature or aspect of a Service as allowed by law. We will take reasonable steps to notify you of termination or these other types of changes by email or at the next time you attempt to gain access to a Service.

9. Effect of Termination

If these Terms of Use or your Use of Service is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms of Use will end, (b) we may (but have no obligation to) delete your information and data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your Use of Service, or for deletion of your information or data. The following sections of these Terms of Use survive and remain in effect in accordance with their terms upon termination: this Section 9 (Effect of Termination), and Sections 10 (Ownership), 11 (Indemnity), 12 (Representations and Warranties), 13 (No Warranties), 14 (Limitations of Liability and Damages), 15 (Third Party Products and Representations), 16 (Claims), 17 (Binding Individual Arbitration), 18 (Governing Law), 19 (Assignment), 20 (Third Party Service and Links to Other Websites), and 21 (Other Provisions).

10. Ownership

We reserve all rights not expressly granted to you in these Terms of Use. We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Services and all copies of the same. These Terms of Use do not grant you any rights to our trademarks or service marks.

For the purposes of these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about our products and services about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

11. Indemnity

You will indemnify, defend, and hold us (and our respective employees, directors, agents, parent company, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms of Use; (b) your wrongful or improper Use of Service; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of Services with your unique name, password or other appropriate security code.

12. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible for Use of Service and have the right, power, and ability to enter into and perform under these Terms of Use; (c) any information you provide in connection with your Use of Service, including your name, address, phone number, social security number, income, and other personally identifying information accurately and truthfully represents your personal identity; (d) you will comply with all federal, state, and local laws, rules, and regulations applicable to you; (e) you will not engage in Use of Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your Use of Service will be in compliance with these Terms of Use.

13. No Warranties

THE USE OF “SQUARE CAPITAL” IN THIS SECTION 13 AND SECTION 14 MEANS SQUARE CAPITAL, ITS AGENTS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, SQUARE CAPITAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
SQUARE CAPITAL DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Square Capital does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. Square Capital does not have control of, or liability for, goods or services that are paid for by your Use of Service.

14. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SQUARE CAPITAL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. IN ALL CASES, SQUARE CAPITAL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL SQUARE CAPITAL BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF SQUARE CAPITAL IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES AND INTERESTS EARNED BY US IN CONNECTION WITH YOUR USE OF SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SQUARE CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

15. Third Party Products and Representations

Your Use of Service may cause you to purchase, engage, or otherwise use third party products. Selection and use of third party products shall be your responsibility and according to the warranty and other terms specified by the manufacturer or the merchant, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer or the merchant directly. SQUARE CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Our Services may from time to time be described, marketed, advertised, or offered by a third party (Collectively “Third Party Representations”). Square Capital is not responsible for Third Party Representations, including any third party acts, omissions or other statements made with respect to Square Capital, its parent company, and/or its affiliates, the Services, and your Use of Service. Third Party Representations do not serve as the basis for your agreement to these Terms of Use or supplement these Terms of Use or any other agreement between you and Square Capital, its parent company, and/or its affiliates.

16. Claims

“Claims” are defined as all disputes arising under or in connection with these Terms of Use or our relationship. This includes Claims made by or against anyone connected to you or us, including our parent company, subsidiaries, affiliates, agents, employees, predecessors, successors, or assigns and any authorized users or beneficiaries of the Square Installments program. This also includes Claims made by or against Bank, and any of its subsidiaries, affiliates, agents, employees, predecessors, successors, or assigns (which such assigns shall include, for the avoidance of doubt, any subsequent holders of your loan) and any authorized users or beneficiaries of the Square Installments program.

17. Binding Individual Arbitration

You and Square Capital agree to arbitrate all Claims.

You and Square Capital agree that Square Capital, Square Capital’s parent company, Bank, and each of their subsidiaries, affiliates, agents, employees, predecessors, successors, or assigns and any authorized users or beneficiaries of the Square Installments program, are intended to be, and shall have the rights of, a third party beneficiary of this section of this Agreement.

Arbitration is more informal than a lawsuit in court and seeks to resolve Claims more quickly. Instead of a judge or a jury, the Claim will be decided by a neutral arbitrator.

YOU AND WE ARE WAIVING THE RIGHT TO LITIGATE A CLAIM IN COURT AND TO HAVE A JURY TRIAL ON ANY CLAIM.

ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. AN ARBITRATOR CAN AWARD RELIEF ONLY ON AN INDIVIDUAL BASIS. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR AS A PRIVATE ATTORNEY GENERAL RELATING TO ANY CLAIM.

Individual Claims filed in small claims court are not subject to this Arbitration Agreement, as long as the Claim remains in small claims court.

The arbitrator alone will have the authority to interpret the scope and enforceability of this Section 17 of these Terms of Use, except that any Claim concerning the scope or enforceability of the prohibition on class, collective, or representative claims, or claims in arbitration for public injunctive relief, must be resolved by a court of competent jurisdiction.

All Claims shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (“AAA”) according to this provision and the applicable AAA rules, which may limit the discovery available to you or to us. You can obtain copies of the AAA rule and forms by contacting AAA at 1-800-778-7879 or www.adr.org. Any arbitration hearing that you attend will take place in the federal judicial district where you reside as of the date you execute this Agreement. Square Capital will pay all arbitration fees.

The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”) and applicable statutes of limitations, and will honor claims of privilege recognized at law.

The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. The arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect on claims asserted by any individual or entity who was not party to the arbitration.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). The Arbitration Agreement shall be governed by the FAA. If a court or arbitrator decides that this arbitration agreement cannot be enforced as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

18. Governing Law

These Terms of Use and any Claims will be governed by Utah law and/or applicable federal law (including the Federal Arbitration Act), without regard to its choice of law or conflicts of law principles.

19. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

20. Third Party Services and Links to Other Websites

You may be offered services, products and promotions provided by third parties and not by Square Capital and/or its affiliates, including, but not limited to, third party developers who use Square Capital’s and/or its affiliates’ services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Square Capital and/or its affiliates. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Square Capital and/or its affiliates. Such third party websites are not governed by these Use Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

21. Other Provisions

If any provision of these Terms of Use is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms of Use do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Terms of Use will be deemed a further or continuing waiver of such term or any other term.